Form of Cover/Explanatory Letter for REIT Demand Letter Documents

[NAME]

January __, 2015

Page 1

[Form of Cover/Explanatory Letter for REIT Demand Letter Documents]

January __, 2015

[NAME]

[NAME OF COMPANY]

[ADDRESS]

[Be sure to change name and date in document header also]

[Note that the form demand letter requires the following enclosures:

(i) an appropriate number of ownership statements (see separate document enclosed),

(ii) a pre-addressed envelope (for return to the REIT), and

(iii) a copy of Treasury Regulations §§ 1.857-8, 1.857-9 and 1.857-10 (see separate document enclosed).]

Dear [Name]:

This letter is a reminder that Treasury regulations require [NAME OF COMPANY] (the “Company”) to take action to ascertain stock ownership of the Company not later than January30, 2015. Failure to follow procedures set forth in Treasury Regulations Section 1.8578 (the “Regulation”) with respect to ascertaining the ownership of the Company may subject the Company to substantial monetary penalties.

Paragraph (a) of the Regulation states that a REIT must “keep such records as will disclose the actual ownership of its outstanding stock.” This paragraph of the Regulation then requires that every REIT “shall maintain in the internal revenue district in which it is required to file its income tax return permanent records showing the information relative to the actual owners of its stock contained in the written statements required by this section to be demanded from its shareholders.”

Paragraph (b) of the Regulation defines the “actual owner” of stock as “the person who is required to include in gross income in his return the dividends received on the stock.”

Paragraph (c) of the Regulation requires that “the permanent records of the trust shall show the maximum number of shares of the trust (including the number and face value of securities convertible into stock of the trust) to be considered as actually or constructively owned by each of the actual owners of any of its stock at any time during the last half of the trust’s taxable year.”

Paragraph (d) of the Regulation states:

The information required by paragraphs (b) and (c) of this section shall be set forth in written statements which shall be demanded from shareholders of record as follows:

(1)In the case of a trust having 2,000 or more shareholders of record of its stock on any dividend record date, from each record holder of 5% or more of its stock; or

(2)In the case of a trust having less than 2,000 and more than 200 shareholders of record of its stock on any dividend record date, from each record holder of 1% or more of its stock; or

(3)In the case of a trust having 200 or less shareholders of record of its stock on any dividend record date, from each record holder of 1/2 of 1% or more of its stock.

Paragraph (e) of the Regulation then mandates that:

The written statements from shareholders of record shall be demanded by the real estate investment trust in accordance with paragraph (d) of this section within 30 days after the close of the real estate investment trust’s taxable year. . . . When making demand for such written statements, the trust shall inform each such shareholder of his duty to submit at the time he files his income tax return . . . the statements which are required by section 1.857-9 if he fails or refuses to comply with such demand. A list of the persons failing or refusing to comply in whole or in part with the trust’s demand for statements under this section shall be maintained as a part of the trust’s records required by this section.

Pursuant to Section 857(f) of the Internal Revenue Code of 1986, as amended (the “Code”), the Internal Revenue Service may impose a $25,000 penalty on a REIT that fails to comply with the Regulation, unless such failure is due to intentional disregard, in which case the penalty is increased to $50,000. Under Code Section 856(k), a REIT that complies with the Regulation is deemed to meet the requirement that it is not closely held unless it actually knew, or would have known had it exercised reasonable diligence, that it was closely held during a taxable year.

Accordingly, the Company should send the requisite demand,by letters sent not later than January30, 2015, to each shareholder of record holding 5% (or 1% or ½ of 1%, as applicable) or more (by vote or value) of its outstanding shares of all classes, including any preferred stock, at any time in 2014. For this purpose, the enclosed letter assumes that the Company had 2,000 or more shareholders of record on each of its dividend record dates in 2014. If it did not, demand letters should be revised to reflect the lower ownership percentages referred to above. You should confirm the number of record holders on each dividend record date [with your transfer agent].

Since the demand letters are used to assist in determining compliance with the share ownership tests in Code Sections 856(a)(5) and (6), we recommend that the Company use the lowest number of shareholders of record on any dividend record date for purposes of determining the ownership percentage requiring a demand letter.

We recommend that the demand letter be sent to any nominee that is a 5% (or 1% or ½ of 1%, as applicable) or more record holder and to any brokerage house or bank that you are aware of, from the securities position list, that is also the apparent holder of the applicable percentage of your shares. Any individual or entity that is a record holder of the applicable percentage should also receive a demand letter.

Note that there is no requirement on the part of the REIT for follow-up. What is required is that the REIT send the demand letter to the applicable shareholders and that the REIT keep a record of the shareholders to whom the letter was sent, copies of all responses, and a list of shareholders who fail to respond or refuse to comply in whole or in part. We suggest that a Secretary’s certificate be retained in the files to the effect that “I hereby certify, under penalties of perjury, that on this day I caused to be sent the attached demand letter to each holder on the attached list, who were the only shareholders of record of [5% or 1% or ½ of 1%, as applicable] or more(by vote or value) of the Company’s shares at any time in 2014.”

You will find enclosed the text of a letter that you may wish to use. There is no requirement that the letter be worded exactly like the enclosure, as long as the Regulation is meticulously followed, although we recommend that you send a copy of Treasury Regulations Sections 1.857-8, 1.857-9 and 1.857-10 with the letter. A copy of those Treasury Regulations Sections is enclosed for your convenience.

Very truly yours,

[NAME]

Enclosures